Invitation to Shareholder' Meeting 2018

Invitation to Shareholders’ Meeting

COMBINED SHAREHOLDERS’ MEETING OF MAY 16, 2018 AT 3:00 P.M., AT LE PALAIS DES CONGRÈS 2, PLACE DE LA PORTE MAILLOT 75017 PARIS, FRANCE CONTENT DIGITAL VERSION OF THE ANNUAL GENERAL MEETING CHAIRMAN’S MESSAGE 3

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Air Liquide worlctwlde Please select ... Engllsh ... Search Q de Group Businesses Magazine Shareholders lnvestors Media Careers @BJ!o�!9ui HIGHLIGHTS AND PERFORMANCE Shareholders > Annual General Meeting > Invitation to the 2018 Shareholders' meeting OF THE GROUP IN 2017 4 ·INVITATION TO SHAREHOLDERS' MEETING • . Combined Shareholders' Meeting of May 16, 2018 at 3:00 pm • ' �-- VOTE OR PARTICIPATE Palais des Congrès, 2, place de la porte Maillot, 75017 Paris, France • _.é..:_,:-:,,; __::_-;-1 ·\-- ASSE • MB.: '"HALE • • IN YOUR SHAREHOLDERS’ MEETING 8 îtl·I..,. ' Using the paper form 8 - Il (±) 1 By Internet 10 Additional information 11

PROPOSED RESOLUTIONS Read more about AND PURPOSE 12 the Annual General Meeting by scanning the QR code below. BOARD OF DIRECTORS 22 Members of the Board (Informations as of December 31, 2017) 22

REMUNERATION OF THE EXECUTIVE OFFICERS 28

2 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 CHAIRMAN’S Please join us MESSAGE on May 16, 2018

With your vote, together we build Air Liquide's future.

Dear Shareholders, In this document, you will especially find instructions onhow to participate in this Meeting, the agenda and the text of the Air Liquide’s Combined Shareholders’ Meeting will be held on resolutions to be submitted for your approval. Wednesday, May 16, 2018, at 3:00 p.m. at the Palais des Congrès in Paris, France. Finally, we propose a digital version of this document, available on our website. The Annual Shareholders’ Meeting is a special occasion to learn more about your Company and exchange with us. I would like to thank you in advance for your attention to this document. It is also an opportunity for you to play an active role, through your vote, in making major decisions for your Group, regardless Yours sincerely, of the number of shares you own. I sincerely hope you will be able to participate in this Meeting, either by your personal attendance, or by using the proxy form which allows you to vote directly or be represented by the Chairman, or any other person of your choice. You also have the possibility to vote by Internet, prior to the Shareholders’ Meeting. Benoît Potier Chairman and CEO

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 3 HIGHLIGHTS AND PERFORMANCE OF THE GROUP IN 2017

Presence in more than 410,000 individual 65,000 80 shareholders holding Group employees countries 32% of the capital �

2017 Group revenue

BY ACTIVITY

96% Gas & Services

26% Large Industries 45% Industrial Merchant 17% Healthcare 20,349 8% Electronics million euros 2% Engineering & Construction 2% Global Markets & Technologies

BY REGION AND BY ACTIVITY, FOR GAS & SERVICES (G&S)

Americas Europe

17% Large 17% Industries Large Industries 31% 31%Large IndustriesLarge Industries 69% Industrial 69% IndustrialMerchant Merchant 31% 31%Industrial Industrial Merchant Merchant 10% Healthcare 10% Healthcare 8,1508,150 35% 35%Healthcare Healthcare 6,7766,776 million eurosmillion euros millionmillion euros euros 4% Electronics 4% Electronics of G&S of G&S 3% Electronics3% Electronics of G&S of G&S

Asia-Pacific Middle East & Africa

37% Large 37% Industries Large Industries 31% Industrial 31% IndustrialMerchant Merchant 50% Large50% IndustriesLarge Industries 5% Healthcare 5% Healthcare 4,0814,081 44% Industrial44% Industrial Merchant Merchant 635635 million eurosmillion euros 6% Healthcare6% Healthcare millionmillion euros euros 27% Electronics 27% Electronics of G&S of G&S of G&S of G&S

4 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — highlights and performance Of the group in 2017 —

Improved Performance

STEP-UP IN SALES GROWTH IN 2ND HALF OF 2017 IMPROVED OPERATING MARGIN (a) Group sales for 2017 surpass 20 billion euros

5% +4.0% +70bps 4%

17% 16.8% Excl. 3% Comparable Group sales energy impact +1.8% growth 2% 16%

1% 16.5% 16.1%

0% 15% H1 2017 H2 2017 2016 2017

(a) Group margin vs. 2016 adjusted Group margin.

Increased Dividend Proposal

NET PROFIT DIVIDEND GROWTH: +12.4% (Group share)

Dividend (a) in € per share (b) 3.0 €2.65 €2.2 bn as published 2.5 €2.36

2.0 20 years CAGR* +10% 1.5 +9.5% +19.3% as published 1.0 Net profit growth, excluding non-cash 0.5 non-recurring items and impact of the american tax 0 reform. 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015 2017

* Compound Annual Growth Rate. (a) Historical data adjusted to take into account the two-for-one share split in 2007 for attribution of free shares and the capital increase completed in October 2016. (b) Subject to approval at the Combined Shareholders’ Meeting scheduled for 16 May 2018.

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 5 — highlights and performance Of the group in 2017 —

Highlights 2017

• Airgas fully integrated, with synergies ahead of plan. • Long-term contracts: steel (France and Benelux), energy and chemicals (China), chemicals (South Korea), petrochemicals (Oman), refining (Mexico), semi-conductors (Asia). • Portfolio management: disposal of Air Liquide Welding and Airgas refrigerants businesses, acquisitions in Healthcare (France, Japan, Colombia, Canada), strategic asset review. • Innovations and new markets: operational and optimization center for Large Industry production units (France, China), entry into the Norwegian biogas market, hydrogen charging stations for mobility (Japan, Dubai), and launch of an e-health offer in Europe.

2017 Performance

2017 was marked by an acceleration in comparable sales up +19.3%. Excluding the non-cash impacts of non-recurring items growth during the second half and an improvement in and the US tax reform, net profit (Group share) totaled2,029 million operating performance which was reflected in an increase euros, up +10.0%. This “recurring” net profit will be the reference in operating margin and return on capital employed, and by used to evaluate the 2018 performance. a high level of cash flow. Net cash flow after changes in working capital requirements Group revenue totaled 20,349 million euros in 2017, up +12.2% was up +15.1% compared with 2016 and represented 20.9% as published, following the consolidation of Airgas sales over of sales, driven by a high level of operating cash flow and an 12 months. Comparable growth stood at +2.9% and benefited improvement in working capital requirements. Net debt at from a marked step-up in Gas & Services sales growth throughout December 31, 2017 reached 13,371 million euros, down 1,997 million the year. The currency impact became strongly negative in the euros compared with end-2016. The debt-to-equity ratio (gearing) second half and stood at ‑1.6% for the year as a whole. The energy stood at 80% at the end of December 2017, down compared with impact, at +1.5% for the year, eased significantly during the second 90% at the end of 2016. half. Gas & Services revenue totaled 19,642 million euros. Comparable growth, of +3.5% for the year, picked-up pace in the The Group pursued its growth initiatives with investment second half (+4.2%). Sales were up across all business lines, in decisions of 2.6 billion euros compared with 2.2 billion euros in particular Industrial Merchant (+3.8%) which enjoyed a strong 2016. The increase is due to industrial decisions and reflects the recovery in growth quarter-by-quarter. Developing economies momentum of the business in terms of biddings. Gross industrial (+8.1%) and China in particular remained growth drivers. capital expenditure represented 10.7% of sales and was in line with the medium-term strategic plan. The 2017 operating margin stood at 16.5%, up +70 basis points compared with the adjusted 2016 operating margin and excluding The Board of Directors proposed a nominal dividend to be the energy impact. Productivity efforts in 2017 generated submitted to the Annual General Meeting of 16 May 2018 at 323 million euros of efficiencies and 170 million US dollars 2.65 euros per share. This represents a +12.4% increase taking of Airgas synergies, 40 million US dollars more than the initial into account the free share attribution in October 2017. The pay-out objective. Net profit (Group share) amounted to 2,200 million euros, ratio is estimated at 53%.

6 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — highlights and performance Of the group in 2017 —

2017 Key Figures

2017/2016 2017/2016 published comparable (in millions of euros) FY 2016 FY 2017 change change (a)

Total Revenue 18,135 20,349 +12.2% +2.9% of which Gas & Services 17,331 19,642 +13.3% +3.5% Operating income recurring 3,024 3,364 +11.2% +7.5% Operating income recurring (as % of revenue) 16.7% 16.5% -20 bps +70 bps (f) Other non-recurring operating income and expenses 36 (344) Net profit (Group share) 1,844 2,200 +19.3%*

(b) Adjusted earnings per share (in euros) 4.64 5.16 +11.2% * +10% (b) (e) Net profit growth, Adjusted net dividend per share (in euros) 2.36 2.65 +12.4% excluding non-cash (c) non-recurring items Net cash flows from operating activities 3,697 4,254 +15.1% and impact of the Net capital expenditure (d) 13,609 1,850 american tax reform. Net debt 15,368 13,371 Debt-to-equity ratio 90% 80% (a) Comparable growth based on 2016 adjusted figures excluding the currency, energy and significant scope impacts. (b) 2016 figures restated for the impact of the free share attribution on October 4, 2017. (c) Cash flow from operating activities after changes in working capital requirements and other elements. (d) Including transactions with minority shareholders. (e) Subject to the approval of the Annual General Meeting on May 16, 2018. (f) Excluding energy, variation 2017 vs. 2016 adjusted.

Strategy

For many years, Air Liquide’s growth strategy has been founded on sustainable performance for its shareholders and maintaining creating long-term value. To do so, the Group relies on its customers, its strong dividend pay-out policy year after year. This long-term its operational competitiveness, its targeted investments in growth performance is based on continuous growth of the industrial gases markets, and innovation to open new markets and create new market worldwide, a solid business model and a managerial culture opportunities. The Group is committed to delivering a regular and founded on consistent performance.

Outlook

The year 2017 marks a new step for the Group, which successfully and to higher net profit. The balance sheet is solid: the high level integrated Airgas and which has acquired a new scale, with annual of cash flow making a significant contribution to lowering debt by sales surpassing 20 billion euros. nearly 2 billion euros in the year.

In a more favorable global economic environment, all Gas & The Group can also rely on its investment decisions, particularly in Services activities grew in 2017, in particular Industrial Merchant, favor of innovation, which reached a total of 2.6 billion euros in 2017, which accounts for nearly half of the revenue and whose recovery as well as on its 2.1 billion euros investment backlog to fuel its future has been confirmed quarter after quarter. On a geographic level, growth. Thanks to its new size, efforts to improve competitiveness, growth was mainly driven by the developing economies, China in and initiatives launched in connection with its strategic program, the particular, the solid level of activity in the Americas, and the Large Group is well-positioned for future growth and development. Industry projects in the Middle East. Accordingly, assuming a comparable environment, Air Liquide is The Group’s operating performance is improving, with high confident in its ability to deliver net profit growth in 2018, calculated efficiency gains globally and synergies related to Airgas ahead of at constant exchange rate and excluding 2017 exceptionals (a). the forecast that contribute to the increase in the operating margin

(a) 2017 exceptionals: exceptional non-cash items having a not positive impact on 2017 net profit.

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 7 VOTE OR PARTICIPATE IN YOUR SHAREHOLDERS’ MEETING Your vote counts… by Internet too!

Only shareholders holding shares at the date below may cast a vote in the Shareholders’ Meeting. Deadlines to remember in order to participate in the Shareholders’ Meeting of Wednesday, May 16, 2018 (a): Monday, May 14, 2018, at 00:00 (that is Sunday, May 13, 2018 at midnight)

u USING THE PAPER FORM

STEP 1

QUELLE QUE SOIT L’OPTION CHOISIE, DATEZ ET SIGNEZ AU BAS DU FORMULAIRE / WHICHEVER OPTION IS USED, DATE AND SIGN AT THE BOTTOM OF THE FORM A Je désire assister à cette Assemblée et demande une carte d’admission : datez et signez au bas du formulaire. / I wish to attend the Shareholders’ Meeting and request an admission card: date and sign at the bottom of the form. A J’utilise le formulaire de vote par correspondance ou par procuration ci-dessous, selon l’une des 3 possibilités offertes. / I prefer use the postal voting form or proxy form as specified below. Resquest IMPORTANT : Avant d’exercer votre choix, veuillez prendre connaissance des instructions situées au verso. CADRE RÉSERVÉ À LA SOCIÉTÉ / FOR COMPANY’S USE ONLY POUVOIR AL 2018 / version Air Liquide an admission IMPORTANT: Before selecting, please see instructions on reverse side. card to attend Merci de retourner ce document dans l’enveloppe T jointe. / Please, use the avalaible prepaid envelope to return this form. the Meeting ASSEMBLÉE GÉNÉRALE MIXTE convoquée pour le mercredi 16 mai 2018 à 15 heures, au Palais des Congrès, 2 place de la Porte Maillot, 75017 Paris. COMBINED SHAREHOLDERS’ MEETING to convene Wednesday, May 16, 2018

B1 JE VOTE PAR CORRESPONDANCE / I VOTE BY POST (cf. renvoi (2) au verso / see reverse (2)) JE DONNE POUVOIR AU PRÉSIDENT JE DONNE POUVOIR À : DE L’ASSEMBLÉE GÉNÉRALE (cf. renvoi (4) au verso) pour me représenter Vote by post à l’Assemblée. Je vote OUI à tous les projets de résolutions présentés ou agréés Sur les projets de résolutions non agréés par cochez la case ci-dessus puis on the resolutions par le Conseil d’Administration ou le Directoire ou la Gérance, à le Conseil d’Administration ou le Directoire datez et signez au bas du formulaire I HEREBY APPOINT: l’EXCEPTION de ceux que je signale en noircissant comme ceci la ou la Gérance, je vote en noircissant comme cf. renvoi (3) au verso (see reverse (4)) to represent me at the case correspondante et pour lesquels je vote NON ou je m’abstiens. ceci la case correspondant à mon choix. above mentioned Meeting. I vote YES all the draft resolutions approved by the Board of On the draft resolutions not approved M., Mme ou Melle, Raison Sociale Directors EXCEPT those indicated by a shaded box like this , by the Board of Directors, I cast my vote I HEREBY GIVE MY PROXY TO for which I vote NO or I abstain. by shading the box of my choice like this . THE CHAIRMAN OF THE MEETING Mr, Mrs or Miss, Corporate Name tick the box above, date and sign Oui/Yes Non/No Oui/Yes Non/No Adresse OU 1 2 3 4 5 6 7 8 9 Abst/Abs Abst/Abs at the bottom of the form Address see reverse (3)

B2 10 11 12 13 14 15 16 17 18

Attention : s’il s’agit de titres au porteur, les précédentes instructions ne seront valides que si elles sont directement retournées à votre banque. 19 20 21 22 23 24 25 26 27 Caution: if it is about bearer securities, the present instruction will be valid only if they are directly returned to your bank.

Give your proxy Nom, prénom, adresse de l’actionnaire (les modifications de ces informations doivent être adressées à l’établissement concerné et ne peuvent être effectuées à l’aide de ce formulaire). Cf. renvoi (1) au verso. to the Chairman Surname, first name, address of the shareholder (changes regarding this information have to be notified to relevant institution, no change can be made using this proxy form). See reverse (1). 28 29 30 31 32 33 34 35 36 of the Meeting

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OU Si des amendements ou des résolutions nouvelles étaient présentés en Assemblée. / In case amendments or new resolutions are proposed during the Meeting. • Je donne pouvoir au Président de l’Assemblée Générale de voter en mon nom / I appoint the Chairman of the Meeting to vote on my behalf

B3 • Je m’abstiens (l’abstention équivaut à un vote contre) / I abstain from voting (is equivalent to a vote NO) • Je donne procuration (cf. renvoi (4) au verso) à M., Mme ou Melle, Raison Sociale ...... pour voter en mon nom I appoint (see reverse (4)) Mr, Mrs or Miss, Corporate Name ...... to vote on my behalf Veuillez plier ici / Please fold here Veuillez DATE / SIGNATURE Appoint a person Pour être prise en considération, toute formule doit of your choice parvenir au plus tard à la Société le : 12 mai 2018 by indicating the In order to be considered, this completed form must be name and address returned at the latest to the Company: May 12, 2018

STEP 2

DATE AND SIGN here, whatever your choice

8 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — Vote or Participate in your Shareholders’ Meeting —

u VOTE BY POST or v VOTE BY INTERNET Company deadline for receiving documents: Deadline for voting on the website: Saturday, May 12, 2018 at midnight Tuesday, May 15, 2018 at 3:00 p.m.

If you decide to vote by Internet, you must not return your paper voting form, and vice versa.

STEP 3

RETURN YOUR FORM QUELLE QUE SOIT L’OPTION CHOISIE, DATEZ ET SIGNEZ AU BAS DU FORMULAIRE / WHICHEVER OPTION IS USED, DATE AND SIGN AT THE BOTTOM OF THE FORM in the prepaid envelope Je désire assister à cette Assemblée et demande une carte d’admission : datez et signez au bas du formulaire. / I wish to attend the Shareholders’ Meeting and request an admission card: date and sign at the bottom of the form. J’utilise le formulaire de vote par correspondance ou par procuration ci-dessous, selon l’une des 3 possibilités offertes. / I prefer use the postal voting form or proxy form as specified below. • If you hold (direct or intermediary) IMPORTANT : Avant d’exercer votre choix, veuillez prendre connaissance des instructions situées au verso. CADRE RÉSERVÉ À LA SOCIÉTÉ / FOR COMPANY’S USE ONLY POUVOIR AL 2018 / version Air Liquide REGISTERED shares, IMPORTANT: Before selecting, please see instructions on reverse side. please return the form directly to Air Liquide. Merci de retourner ce document dans l’enveloppe T jointe. / Please, use the avalaible prepaid envelope to return this form. ASSEMBLÉE GÉNÉRALE MIXTE convoquée pour le mercredi 16 mai 2018 • If you hold shares in BEARER FORM, à 15 heures, au Palais des Congrès, 2 place de la Porte Maillot, 75017 Paris. please return the form to your share account COMBINED SHAREHOLDERS’ MEETING to convene Wednesday, May 16, 2018 manager, who will then transmit to Air Liquide.

Société Anonyme pour l’Étude et l’Exploitation des Procédés Georges-Claude at 3.00 PM, at the Palais des Congrès, 2 place de la Porte Maillot, 75017 Paris. au capital de 2 354 290 664,00 euros - RCS PARIS 552 096 281 Forms received after midnight on Siège social : 75, quai d’Orsay - 75321 Paris Cedex 07 Saturday, May 12, 2018(b) will not be considered in the voting B2 B3 of the Shareholders’ Meeting.

JE VOTE PAR CORRESPONDANCE / I VOTE BY POST (cf. renvoi (2) au verso / see reverse (2)) JE DONNE POUVOIR AU PRÉSIDENT JE DONNE POUVOIR À : DE L’ASSEMBLÉE GÉNÉRALE (cf. renvoi (4) au verso) pour me représenter à l’Assemblée. Je vote OUI à tous les projets de résolutions présentés ou agréés Sur les projets de résolutions non agréés par cochez la case ci-dessus puis par le Conseil d’Administration ou le Directoire ou la Gérance, à le Conseil d’Administration ou le Directoire datez et signez au bas du formulaire I HEREBY APPOINT: l’EXCEPTION de ceux que je signale en noircissant comme ceci la ou la Gérance, je vote en noircissant comme cf. renvoi (3) au verso (see reverse (4)) to represent me at the case correspondante et pour lesquels je vote NON ou je m’abstiens. ceci la case correspondant à mon choix. above mentioned Meeting. I vote YES all the draft resolutions approved by the Board of On the draft resolutions not approved M., Mme ou Melle, Raison Sociale Directors EXCEPT those indicated by a shaded box like this , by the Board of Directors, I cast my vote I HEREBY GIVE MY PROXY TO for which I vote NO or I abstain. by shading the box of my choice like this . THE CHAIRMAN OF THE MEETING Mr, Mrs or Miss, Corporate Name tick the box above, date and sign Oui/Yes Non/No Oui/Yes Non/No Adresse 1 2 3 4 5 6 7 8 9 Abst/Abs Abst/Abs at the bottom of the form Address see reverse (3)

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Nom, prénom, adresse de l’actionnaire (les modifications de ces informations doivent être adressées à l’établissement concerné et ne peuvent être effectuées à l’aide de ce formulaire). Cf. renvoi (1) au verso. Surname, first name, address of the shareholder (changes regarding this information have to be notified to relevant institution, no change can be made using this proxy form). See reverse (1). 28 29 30 31 32 33 34 35 36

37 38 39 40 41 42 43 44 45

Si des amendements ou des résolutions nouvelles étaient présentés en Assemblée. / In case amendments or new resolutions are proposed during the Meeting.

• Je donne pouvoir au Président de l’Assemblée Générale de voter en mon nom / I appoint the Chairman of the Meeting to vote on my behalf

• Je m’abstiens (l’abstention équivaut à un vote contre) / I abstain from voting (is equivalent to a vote NO)

• Je donne procuration (cf. renvoi (4) au verso) à M., Mme ou Melle, Raison Sociale ...... pour voter en mon nom I appoint (see reverse (4)) Mr, Mrs or Miss, Corporate Name ...... to vote on my behalf (a) Pursuant to articles R. 225-77 and R. 225-85 of the Veuillez plier ici / Please fold here Veuillez DATE / SIGNATURE French Commercial Code. Pour être prise en considération, toute formule doit parvenir au plus tard à la Société le : 12 mai 2018 (b) Shareholders acting as proxy for other shareholders and holding forms confirming their duties must also In order to be considered, this completed form must be send these forms to Air Liquide by midnight on Saturday, returned at the latest to the Company: May 12, 2018 May 12, 2018 at the latest, in order to be taken into account, it being specified that electronic proxies must reach the Company by 3:00 p.m. on Tuesday, May 15, 2018.

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 9 — Vote or Participate in your Shareholders’ Meeting —

v BY INTERNET

Air Liquide offers you the possibility of voting by Internet, before the Shareholders’ Meeting, using the Votaccess(a) platform that will be open from March 27, 2018 to May 15, 2018 at 3:00 p.m., Paris time. This platform offers you the same possibilities as the paper form. You can therefore:

• request an admission card; • vote on the resolutions; • authorize the Chairman of the Meeting to vote on your behalf; • grant a proxy to the person of your choice; • revoke and appoint a new representative.

Shareholders should enter their instructions prior to the eve of the Shareholders’ Meeting so as to avoid any overload of the Votaccess platform.

STEP 1 LOG ON

YOU ARE A REGISTERED SHAREHOLDER YOU ARE A BEARER SHAREHOLDER

1 Log on to the Company’s Internet site www.airliquide.com, Log on to the Internet portal of the institution responsible for in the Shareholders section,, “Annual General Meeting”, check managing your share account using your usual access codes. the “Vote by Internet” banner. You will find a help manual for Click on the icon that will appear on the line corresponding to your logging on to. Air Liquide shares and follow the instructions posted on the screen.

2 Identify yourself by clicking on “Access your Account” and Only bearer shareholders whose account manager is affiliated with use your usual access codes (login and password). the Votaccess system and who offers this service for the Air Liquide Shareholders’ Meeting will have access. If you are signing in for the first time, click on “I create my online Account” and use the login indicated on your voting form and your Access to the Votaccess platform via the Internet portal of the shareholder ID: shareholder’s account manager may be subject to specific conditions of use defined by this institution. Consequently, bearer featured in all the letters sent by Shareholder Services, if you are • shareholders interested in this service are invited to contact their a direct registered shareholder; account manager in order to familiarize themselves with these • featured in the letter accompanying your convocation conditions. documents, if you are an intermediary registered shareholder.

3 Once you access the home page, click on the “I vote or CONTACT US I request an admission card” button. Directly through the website By clicking on “More information” you can access useful http://contact.shareholders.airliquide.com documentation for voting.

STEP 2 SELECT YOUR VOTING INSTRUCTIONS

After having clicked on the “I vote or I request an admission card” button of the home page, indicate you voting instructions on the Note: A shareholder who has already, by any means, website and then follow the instructions posted on the screen. voted by correspondence, filed a proxy form or requested an admission card or an attendance certificate to physically vote at the Shareholders’ Meeting may not choose an alternative means of voting.

(a) Votaccess is a trademark registered by SLIB.

10 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — Vote or Participate in your Shareholders’ Meeting —

ADDITIONAL INFORMATION

YOU WISH TO GRANT YOUR PROXY TO ANOTHER PERSON YOU WISH TO SUBMIT A WRITTEN QUESTION BEFORE THE MEETING You may revoke a proxy granted to your representative and name another person of your choice after your initial selection. Questions must be sent by registered mail with acknowledgement of receipt to the Chairman at the IMPORTANT: Shareholders acting as proxy for other Air Liquide head office or by e-mail at: shareholders and holding forms confirming their duties must [email protected]. also send these forms to Air Liquide by midnight, Paris time, on Saturday, May 12, 2018 at the latest, in order to be taken into If you hold shares in bearer form, you must enclose proof account, it being specified that electronic proxies must reach of share ownership with your question. the Company by 3:00 p.m., Paris time, on Tuesday, May 15, 2018. Questions must be sent to Air Liquide by midnight on Should this be the case, refer to the practical procedures for revoking Wednesday, May 9, 2018, at the latest. Responses a proxy described in the Preliminary Meeting Notice published in the to written questions may be published directly on legal gazette (BALO – Bulletin des annonces légales obligatoires) www.‌airliquide.com, in the Shareholders section. on February 19, 2018 and available on www.airliquide.com, in the Shareholders section , in Shareholders’ Meeting page. N. B.: Financial service providers, eligible to act as intermediaries on behalf of shareholders who are not resident in France and benefiting SHAREHOLDERS’ MEETING from a general authorization to manage shares, may transfer or issue ON THE INTERNET shareholders’ votes under their own name. Under article L. 228‑3-2 The entire Shareholders’ Meeting will be webcast live and of the French Commercial Code, they must reveal the identity of the available via playback, in French and in English, on the Company’s final shareholder to the issuer. Internet site: www.airliquide.com. SALE OF YOUR SHARES Annual General Meeting will be broadcast in sign language. For more detailed information on the Shareholders’ Meeting voting You may sell all or part of your shares even if you have cast a vote or and attendance procedures, you may refer to the Preliminary requested an admission card. In this case, for bearer shareholders, Meeting Notice published in the legal gazette (BALO) on February 19, the institution responsible for managing your share account should 2018 and available on www.airliquide.com, in the Shareholders inform Air Liquide so that the number of shares you hold on 00:00, section. Paris time, Monday, May 14, 2018 may be known.

CERTIFICATE OF ATTENDANCE TO OBTAIN THE PAPER VERSION OF THE ADDITIONAL DOCUMENTATION If you hold bearer shares and have not received your admission card 2017 Reference (Reference Document and Annual Report), as of Monday, May 14, 2018, you must request an individual certificate Document INTERNET See our annual publications: INCLUDING THE ANNUAL Annual Report, Reference Document, FINANCIAL REPORT Shareholder’s Guide, Interactions and more. of attendance from the institution responsible for managingwww.airliquide.com your return the application form enclosed with

YOUTUBE share account, in order to attend the Shareholders’ Meeting. Air Liquide Corp Channel your voting form or click on “Answer further

TWITTER @AirLiquideGroup questions” in the Internet voting website.

LINKEDIN ATTENDANCE FEES linkedin.com/company/airliquide

SHAREHOLDER SERVICES WRITE TO US INVESTOR RELATIONS

0800 166 179 directly through the website: + 33 (0)1 40 62 51 50 Calls are free from a French landline http://contact.shareholders.airliquide.com or + 33 (0)1 57 05 02 26 INCLUDING THE ANNUAL FINANCIAL REPORT FINANCIAL ANNUAL THE INCLUDING from outside France 2017 Reference Document

SHAREHOLDERS LOUNGE CONTACT US Open Monday-Friday From 9:00 a.m. to 6:00 p.m. (GMT + 1) directly: 75, quai d’Orsay – Paris 7th [email protected] France

Air Liquide - Company established for the study and application of processes developed by Georges Claude A 10 euros attendance fee per person will be paidwith issued capital of to2,356,439,277.50 euros all shareholders present at the Shareholders’ Meeting, regardless of the number of admission cards they hold or the number of shareholders they represent. IF YOU ATTEND IN THE SHAREHOLDERS’ MEETING Please bring your identity card. Voting desks will be closed at 4.00 p.m., Paris time, on May 16, 2018 day of the Shareholders’ Meeting.

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 11 PROPOSED RESOLUTIONS AND PURPOSE

AGENDA

ORDINARY MEETING: EXTRAORDINARY MEETING: • Board of Directors’ reports • Authorisation granted to the Board of Directors for a period • • of 24 months to reduce the share capital by cancellation of Statutory Auditors’ reports •• treasury shares. Approval of the Company financial statements for the year • Delegation of authority granted to the Board of Directors for •ended December 31, 2017. • • a period of 26 months to increase the share capital through • Approval of the consolidated financial statements for the capitalization of additional paid-in, reserves, profits or any other •year ended December 31, 2017. amounts, for a maximum amount of 300 million euros. Appropriation of the 2017 earnings; setting of the dividend. •• ORDINARY MEETING: • Authorisation granted to the Board of Directors for a period •of 18 months to allow the Company to trade in its own shares. •• Powers for formalities. ••Renewal of the term of office of four Directors. • Approval of the commitments referred to in articles L. 225-38 •and L. 225-42-1 of the French Commercial Code and the Special Report of the Statutory Auditors, concerning Mr Benoît Potier’s termination indemnity and defined benefit pension commitments. • Approval of the elements of remuneration paid or awarded •to Mr Benoît Potier in respect of the fiscal year ended December 31, 2017. • Approval of the elements of remuneration paid or awarded •to Mr Pierre Dufour in respect of the fiscal year ended December 31, 2017. • Approval of the remuneration policy applicable to the •executive officers. ••Setting the amount of the Directors’ fees.

12 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — Proposed resolutions and purpose —

ORDINARY SHAREHOLDERS’ MEETING

Resolutions 1 and 2 Approval of the financial statements for the year

PURPOSE •Shareholders• are asked in the 1st and 2nd resolutions to approve both the Company and consolidated financial statements of Air Liquide for the year ended December 31, 2017.

FIRST RESOLUTION SECOND RESOLUTION (Approval of the Company financial statements (Approval of the consolidated financial statements for the year ended December 31, 2017) for the year ended December 31, 2017)

Resolution 3 Appropriation of earnings and setting of the dividend

PURPOSE •In the •3rd resolution, shareholders are asked to approve the distribution of a dividend of 2.65 euros per share, which represents an increase of +12.4% in shareholders’ return, taking into account the attribution of one free share for 10 existing shares in 2017. A loyalty dividend of 10%, i.e. 0.26 euro per share, shall be granted to shares which have been held in registered form since December 31, 2015 and which remain held in this form continuously until May 30, 2018, the dividend payment date. As of December 31, 2017, 27.35% of the shares making up the share capital are likely to benefit from this loyalty dividend. With an estimated pay-out ratio of 53% of the Group’s net profit(57% of “recurring” net profit), the proposed dividend is an integral part of Air Liquide’s policy to reward and grow shareholder portfolios over the long term. The ex-dividend date has been set for May 28, 2018. The dividend payment date will be set for May 30, 2018.

THIRD RESOLUTION Legal reserve 21,819,319 euros (Appropriation of 2017 earnings and setting of the dividend) Retained earnings 6,202,582,712 euros Dividend (including the loyalty dividend) 1,165,713,250 euros The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, having noted that, considering the fiscal year 2017 earnings of Hence, a dividend of 2.65 euros shall be paid to each of the shares 1,149,807,311 euros and the retained earnings of 6,240,307,970 euros conferring entitlement to a dividend, it being specified that in the as of December 31, 2017, distributable earnings for the year amount event of a change in the number of shares conferring entitlement to a total of 7,390,115,281 euros, approve the proposals of the to a dividend compared to the 428,397,550 shares making up the Board of Directors regarding the appropriation of earnings. The share capital as of December 31, 2017, the overall dividend amount shareholders hereby decide to appropriate distributable earnings would be adjusted accordingly and the amount appropriated to the as follows: retained earnings account would be determined on the basis of the dividend effectively paid.

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 13 — Proposed resolutions and purpose —

The dividend payment date will be set for May 30, 2018: • for intermediary registered shares, as well as for bearer shares • for direct registered shares: directly by the Company, based on which are registered in shareholder accounts: by the authorized the means of payment indicated by the holders; intermediaries to whom the management of these shares has been entrusted.

The dividend distributions made with respect to the last three fiscal years are as follows:

Dividend distributed eligible in its entirety Total amount for the 40% allowance referred to distributed (a) Number of shares in article 158-3-2° of the French Tax Code (in euros) concerned (b) (in euros)

Fiscal year 2014

Ordinary dividend 879,425,851 344,872,883 2.55 Loyalty dividend 25,661,003 102,644,011 0.25 Fiscal year 2015

Ordinary dividend 894,823,802 344,163,001 2.60 Loyalty dividend 26,751,221 102,889,311 0.26 Fiscal year 2016

Ordinary dividend 1,011,076,979 388,875,761 2.60 Loyalty dividend 26,595,971 102,292,196 0.26 (a) Theoretical values calculated based on the number of shares as of December 31 for each fiscal year. (b) Number of shares expressed historically as of December 31 for each fiscal year. The amounts effectively paid after adjustment were as follows: - fiscal year 2014 – ordinary dividend: 874,131,348 euros for 342,796,607 shares; loyalty dividend: 23,909,031 euros for 95,636,122 shares; - fiscal year 2015 – ordinary dividend: 895,276,249 euros for 344,337,019 shares; loyalty dividend: 25,311,759 euros for 97,352,920 shares; - fiscal year 2016 – ordinary dividend: 1,005,542,972 euros for 386,747,297 shares; loyalty dividend: 26,025,861 euros for 100,099,466 shares. The adjustment arises from the change in the number of treasury shares, from the final determination of the loyalty dividend taking into account shares sold between January 1 and the ex-dividend date, from the exercise of options over this same period and the share capital increase reserved for employees.

Pursuant to the provisions of the articles of association, a loyalty The total amount of the loyalty dividend for the 117,152,854 shares dividend of 10%, i.e. 0.26 euro per share with a par value of which have been held in registered form since December 31, 5.50 euros, shall be granted to shares which have been held in 2015, and which remained held in this form continuously until registered form since December 31, 2015, and which remain held December 31, 2017, amounts to 30,459,742 euros. in this form continuously until May 30, 2018, the dividend payment date. The total loyalty dividend corresponding to these 117,152,854 shares that cease to be held in registered form between January 1, 2018 In accordance with the provisions of article 243 bis of the French and May 30, 2018, the dividend payment date, shall be deducted Tax Code, it is specified that the ordinary and loyalty dividends are from the aforementioned amount. also in their entirety eligible for the 40% allowance referred to in section 2° of paragraph 3 of article 158 of the aforementioned code.

14 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — Proposed resolutions and purpose —

Resolution 4 Buyback by the Company of its own shares

PURPOSE •The 4•th resolution renews the authorization granted to the Board, for a term of 18 months, to allow the Company to buy back its own shares (including under a liquidity contract). In 2017, the buyback program resulted in the purchase of 1.5 million shares, representing 0.39% of the capital and the cancellation of 1.1 million shares. Additionally, under the liquidity contract: 1 million shares were purchased and 1 million were sold. As of December 31, 2017, 8,000 shares were held under the liquidity contract. As of December 31, 2017, the Company held approximately 1.4 million shares, assigned to the objective of cancellation for 440,000 shares and to the objective of implementation of any performance shares plan for 1,005,182 shares. These shares represent 0.34% of the Company’s share capital. They do not have any voting rights and their related dividends are allocated to retained earnings. The authorization referred to the 4th resolution provides that the maximum purchase price is set at 165 euros (unchanged amount) per share and the maximum number of shares that can be bought back is limited to 10% of the total number of shares comprising the share capital as of December 31, 2017, i.e. 42,839,755 shares for a maximum total amount of 7,068,559,575 euros. The shares purchased may be canceled in order to offset, in the long term, the dilutive impact resulting from capital increases relating to employee share ownership transactions. The objectives of the share buyback program are detailed in the 4th resolution and the program description is available on the Company’s website, www.airliquide.com, prior to the Shareholders’ Meeting. As in previous years, the resolution stipulates that the authorization does not apply during takeover bid periods.

FOURTH RESOLUTION can be bought back at 10% of the total number of shares making (Authorization granted to the Board of Directors up the share capital as of December 31, 2017, or 42,839,755 shares for a period of 18 months to allow the Company with a par value of 5.50 euros, for a maximum total amount of to trade in its own shares) 7,068,559,575 euros, subject to the legal limits. These shares can be purchased at any time, excluding the periods The shareholders, deliberating according to the quorum and for takeover bids on the Company’s share capital, on one or more majority required for Ordinary Shareholders’ Meetings, after having occasions and by all available means, either on or off a stock reviewed the Report of the Board of Directors, in accordance with exchange, in private transactions, including the purchase of blocks articles L. 225-209 et seq. of the French Commercial Code and the of shares, or through the use of derivative financial instruments, and, directly applicable provisions of European Commission Regulation if applicable, by all third parties acting on behalf of the Company, No. 596/2014 of April 16, 2014, authorize the Board of Directors to under the conditions stipulated in the provisions of the last allow the Company to repurchase its own shares in order to: paragraph of article L. 225-206 of the French Commercial Code. • cancel them, subject to the adoption of the fifteenth resolution; Shares bought back may be commuted, assigned or transferred • tender them following the exercise of rights attached to in any manner on or off a stock exchange or through private marketable securities conferring entitlement to Company transactions, including the sale of blocks of shares, in accordance shares by redemption, conversion, exchange, presentation of a with the applicable regulations. warrant or any other means; Dividends on treasury shares held by the Company shall be • implement (i) any share purchase option plans or (ii) plans for allocated to retained earnings. free share attribution, or (iii) any employee share ownership This authorization is granted for a period of 18 months starting transactions reserved for members of a Company savings plan, from the date of this Shareholders’ Meeting. It supersedes the performed under the terms and conditions set forth in articles authorization granted by the fourth resolution of the Ordinary L. 3331-1 et seq. of the French Labor Code through the transfer Shareholders’ Meeting of May 3, 2017 with respect to the of shares bought back previously by the Company under non-utilized portion of such authorization. this resolution, or providing for a free grant of these shares in The shareholders give full powers to the Board of Directors, respect of a contribution in shares by the Company and/or to with the possibility of delegating such powers, to implement this replace the discount; or (iv) allocation of shares to employees authorization, place orders for trades, enter into all agreements, and/or Executive Officers of the Company or affiliated perform all formalities and make all declarations with regard to all companies, in accordance with the laws and regulations in force; authorities and, generally, do all that is necessary for the execution • maintain an active market in the Company’s shares pursuant to of any of the Board’s decisions made in connection with this a market liquidity contract in accordance with an Ethics Charter authorization. recognized by the French financial markets authority (Autorité The Board of Directors shall inform the shareholders of any des marchés financiers). transactions performed in light of this authorization in accordance The Shareholders’ Meeting will set the maximum purchase price at with applicable regulations. 165 euros (excluding acquisition costs) per share with a par value of 5.50 euros per share, and the maximum number of shares that

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 15 — Proposed resolutions and purpose —

Resolutions 5 to 8 Renewal of terms of office of Directors

PURPOSE •The 5•th, 6th, 7th and 8th resolutions concern the renewal, as members of the Company’s Board of Directors, for a period of four years, of the respective terms of office of Mr Benoît Potier, Mr Jean-Paul Agon, Ms Sin Leng Low and Ms Annette Winkler that expire at the end of this Shareholders’ Meeting. The Board of Directors confirmed its intention to renew the term of office of Mr Benoît Potier as Chairman and Chief Executive Officer at the meeting to be held at the close of this Shareholders’ Meeting. This mode of management of the Company allows in particular for regular, personalized exchanges between shareholders and General Management through a single contact person, with in-depth knowledge of the Group and its businesses. These exchanges ensure that the definition of the Group’s strategy takes due account of the expectations and interests of shareholders over the long term. Over the past 12 years during which Mr Benoît Potier has been Chairman and Chief Executive Officer, the Group has achieved a consistent performance (an average annual growth over the 2006-2017 period of +5.8% in revenue and of +7.4% in published net profit); driven by strong organic growth and transforming acquisitions, including the largest, that of Airgas in 2016. The combination of the roles of Chairman and Chief Executive Officer are overseen by balanced rules of governance which have been further strengthened in 2017. The Board is thus composed of 8 independent Directors of a total of 12 members, and brings a complementarity of experience and expertise. Its Directors are highly committed, with an average attendance rate at Board and Committee meetings in excess of 96% in 2017. Moreover, each Director was also a member of one of the four Committees. The balance of power is ensured by the presence, since 2014, of an independent Lead Director who has specific powers, including the power to ask the Chairman to convene the Board of Directors on a given agenda. Furthermore, since 2017, the Lead Director calls an executive session once a year of all Directors without the presence of the executive Directors (and past executives) and all persons internal to the Group. Directors may also request an individual meeting with the Lead Director as often as they judge necessary. In order to further improve dialog with shareholders, the Board will also now be informed of all regular contact between the Chairman and Chief Executive Officer and the major shareholders, with the latter also having the possibility to request, where necessary, a meeting with the Lead Director. These governance measures are described in detail on pages 132-133 of the 2017 Reference Document. Mr Jean-Paul Agon, Chairman and CEO of L’Oréal, who has been a Director since 2010 and Lead Director since 2017, will continue to provide the Board of Directors with his expertise in the senior management of a major international company and his specific knowledge of consumer product markets. The Board of Directors confirmed its intention to renew Mr Jean-Paul Agon as Lead Director. Ms Sin Leng Low, who has been a Director since 2014, will continue to bring to the Board her experience in the management of industrial activities and her knowledge of the Asian markets. Ms Annette Winkler, Vice President of Daimler (at the head of smart), who has been a Director since 2014, will continue to bring to the Board her experience in senior management of a major German industrial group with an international reach, focused on the consumer goods market. Furthermore and for information, the term of office of the employee Director will expire at the end of this Shareholders’ Meeting. At a plenary meeting on December 6, 2017, the France Group Committee reappointed Mr Philippe Dubrulle as Director representing the employees for a term of four years expiring at the end of the Shareholders’Meeting held to approve the financial statements for the fiscal year ending December 31, 2021.

FIFTH RESOLUTION SIXTH RESOLUTION (Renewal of the term of office (Renewal of the term of office of Mr Benoît Potier as Director) of Mr Jean-Paul Agon as Director)

16 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — Proposed resolutions and purpose —

SEVENTH RESOLUTION EIGHTH RESOLUTION (Renewal of the term of office (Renewal of the term of office of Ms Sin Leng Low as Director) of Ms Annette Winkler as Director)

Resolutions 9 and 10 Regulated agreements and commitments

PURPOSE •The 9•th and 10th resolutions concern two regulated commitments relating to Mr Benoît Potier which must, as provided by law, be subject to a vote by the Shareholders’ Meeting at the time of the renewal of his term of office as Chairman and Chief Executive Officer.

nn Termination indemnity: the Board of Directors has modified the termination indemnity to which Mr Benoît Potier may be entitled, taking into account the remarks of certain shareholders. - The termination indemnity will thus be due in the case of forced departure (removal from office, request for resignation) related to a change of strategy or a change in control. In the event of the latter, the termination indemnity will only be due if the departure takes place within six months, versus 24 months previously. - The termination indemnity, capped at 24 months of gross fixed and variable remuneration, is subject to performance conditions using a scale based on the average annual difference between Return On Capital Employed (ROCE) after tax and Weighted Average Cost of Capital (WACC) over three years, the thresholds for increases having been made more exacting than before. The amount of the termination indemnity decreases gradually during the two years prior to the age limit of Executive Officer defined in the Company’s articles of association.

nn Defined benefit pension plan: in response to the requirements of the 2015 Macron law, the Board of Directors decided to subject the contingent rights allocated to Mr Benoît Potier with effect from the renewal of his term of office by this Shareholders’ Meeting to performance conditions similar to those for the above mentioned termination indemnity. These agreements are included in the Statutory Auditors’ Special Report on regulated agreements and commitments (see 2017 Reference Document p. 335 et seq. and the Company’s website).

NINTH RESOLUTION TENTH RESOLUTION (Approval of commitments referred to (Approval of commitments referred to in article L. 225-42-1 of the French Commercial in article L. 225-42-1 of the French Commercial Code relating to the termination indemnity Code relating to defined benefit pension plan of Mr Benoît Potier) commitments for Mr Benoît Potier)

The shareholders, deliberating according to the quorum and The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, after majority required for Ordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors and the having reviewed the Report of the Board of Directors and the Statutory Auditors’ Special Report provided for by current legal Statutory Auditors’ Special Report provided for by current legal and regulatory provisions, approve, on the condition precedent and regulatory provisions, approve, on the condition precedent of renewal of his term of office as Chairman and Chief Executive of renewal of his term of office as Chairman and Chief Executive Officer, the commitments relating to the termination indemnity Officer, the increase in future conditional rights from which of Mr Benoît Potier which are subject to the provisions of articles Mr Benoît Potier will benefit as of the renewal of his term of office, L. 225-38 and L. 225-42-1 of the French Commercial Code, under relating to defined benefit pension scheme commitments meeting the conditions described in these reports. the characteristics of the schemes set out in article L. 137-11 of the French Social Security Code and subject to the provisions of articles L. 225-38 and L. 225-42-1 of the French Commercial Code, under the conditions described in these reports.

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 17 — Proposed resolutions and purpose —

Resolutions 11 and 12 Approval of the remuneration of Executive Officers for the 2017 fiscal year

PURPOSE •Pursuant to article L. 225-100 of the French Commercial Code introduced by the law relating to transparency, the fight • th against corruption and the modernization of economic activity (called the Sapin 2 law), shareholders are asked in the 11 and 12th resolutions to approve the fixed, variable and exceptional components of the total remuneration and other benefits paid or awarded to Mr Benoît Potier in respect of the 2017 fiscal year and to Mr Pierre Dufour whose term of office as Senior Executive Vice President ended following the Shareholders’ Meeting of May 3, 2017. It is specified that no exceptional remuneration has been paid or awarded in 2017. The components of remuneration are described in the Report on corporate governance included in the 2017 Reference Document and are summarized in the 2018 Invitation to Shareholders’ Meeting. They were paid or awarded in line with the remuneration policy approved by the Shareholders’ Meeting on May 3, 2017.

ELEVENTH RESOLUTION TWELFTH RESOLUTION (Approval of the elements of remuneration paid (Approval of the elements of remuneration paid or awarded to Mr Benoît Potier for the year ended or awarded to Mr Pierre Dufour for the year ended December 31, 2017) December 31, 2017)

The shareholders, deliberating according to the quorum and The shareholders deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, approve, majority required for Ordinary Shareholders’ Meetings, approve, pursuant to article L. 225-100 of the French Commercial Code, pursant to article L. 225-100 of the French Commercial Code, the fixed, variable and exceptional components of the total the fixed, variable and exceptional components of the total remuneration and other benefits paid or awarded to Mr Benoît remuneration and other benefits paid or awarded to Mr Pierre Potier in respect of the 2017 fiscal year, as presented in Dufour, in respect of the 2017 fiscal year, as presented in Chapter 3 “Corporate Governance”, paragraph “Elements of the Chapter 3 “Corporate Governance”, paragraph “Elements of the total remuneration and benefits of any kind paid or awarded to total remuneration and benefits of any kind paid or awarded to Benoît Potier in respect of the 2017 fiscal year and on which the Pierre Dufour in respect of the 2017 fiscal year and on which the Shareholders’ Meeting of May 16, 2018 is invited to vote”, of the Shareholders’ Meeting of May 16, 2018 is invited to vote”, of the Company’s 2017 Reference Document. Company’s 2017 Reference Document.

Resolution 13 Approval of the remuneration policy applicable to the Executive Officers for the 2018 fiscal year

PURPOSE •Pursuant• to article L. 225-37-2 of the French Commercial Code, shareholders are asked in the 13th resolution to approve for the 2018 fiscal year, the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional components of the total remuneration and other benefits allocated to Executive Officers, and applicable to Mr Benoît Potier in respect of his term of office as Chairman and Chief Executive Officer, as described in the Report on corporate governance included in the 2017 Reference Document and summarized in the 2018 Invitation to Shareholders’ Meeting.

THIRTEENTH RESOLUTION principles and criteria for determining, distributing and allocating (Approval of the remuneration policy the fixed, variable and exceptional components of the total applicable to the Executive Officers) remuneration and other benefits allocated to Executive Officers as presented in Chapter 3 “Corporate Governance” of the 2017 The shareholders, deliberating according to the quorum and Reference Document, in the section covering the principles and majority required for Ordinary Shareholders’ Meetings, after criteria for the determination, distribution and allocation of the fixed, having reviewed the Report of the Board of Directors mentioned variable and exceptional elements of the total remuneration and the in article L. 225-37-2 of the French Commercial Code, approve the benefits of all kinds that may be granted to Executive Officers.

18 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — Proposed resolutions and purpose —

Resolution 14 Setting Directors’ fees

PURPOSE •The 14•th resolution sets the authorized amount of Directors’ fees per fiscal year. Since 2014, the amount has been 1 million euros. On the recommendation of the Remuneration Committee, the Board of Directors proposes to increase the amount of Directors’ fees that may be allocated each year to the Directors to 1.15 million euros as of 2018. The proposed increase takes into account, in particular, the creation of a fourth Committee in 2017 (the Environmental and Social Committee), the increasing number of meetings and the extension of the work handled by the Board and the Committees, as well as the desire to promote a variety of skills and nationalities within the Board for forthcoming recruitments. The Directors’ fees allocation formula comprises a fixed portion and a variable portion based on lump-sum amounts per meeting, thereby taking account of the effective participation of each Director in the work of the Board and its Committees as well as a fixed amount per trip for non-resident Directors. For further information regarding these elements, please refer to Chapter 3, p. 190-191 of the 2017 Reference Document.

FOURTEENTH RESOLUTION having reviewed the Report of the Board of Directors, decides (Setting the amount of the Directors’ fees) in accordance with article 16 of the articles of association, to set, from fiscal year 2018, the overall amount of Directors’ fees to be The shareholders, deliberating according to the quorum and allocated to Directors at the amount of 1.15 million euros per year. majority required for Ordinary Shareholders’ Meetings, after

EXTRAORDINARY SHAREHOLDERS’ MEETING

Resolution 15 Authorization to reduce the share capital by cancellation of treasury shares

PURPOSE •As is •the case each year, we ask you, in the 15th resolution, to authorize the Board of Directors to cancel any or all of the shares purchased in the share buyback program and reduce share capital under certain conditions, particularly in order to fully offset, where necessary, any potential dilution resulting from capital increases relating to employee share ownership transactions. The difference between the carrying amount of the canceled shares and their nominal amount will be allocated to reserve or additional paid-in capital accounts. This authorization granted to the Board of Directors will be for a period of 24 months.

FIFTEENTH RESOLUTION The difference between the carrying amount of the canceled (Authorization granted to the Board of Directors shares and their nominal amount will be allocated to any reserve or for a period of 24 months to reduce the share capital additional paid-in capital accounts. by cancellation of treasury shares) This authorization is granted for a period of 24 months starting The shareholders, deliberating according to the quorum and from the date of this Shareholders’ Meeting. It supersedes the majority required for Extraordinary Shareholders’ Meetings, after authorization granted by the Extraordinary Shareholders’ having reviewed the Report of the Board of Directors and the Meeting of May 3, 2017 in its twelfth resolution with respect to the Statutory Auditors’ Special Report, authorize the Board of Directors non-utilized portion of such authorization. to cancel, via its decisions alone, on one or more occasions, and within the limit of 10% of the Company’s share capital per 24-month Full powers are granted to the Board of Directors, with the possibility period, any or all of the shares bought back by the Company of sub-delegation under the conditions set by law, to implement within the scope of the authorization adopted by this Ordinary this authorization, deduct the difference between the carrying Shareholders’ Meeting in its fourth resolution and of those shares amount of the shares canceled and their nominal amount from all bought back within the scope of the authorizations adopted by the reserve and additional paid-in capital accounts and to carry out the Ordinary Shareholders’ Meetings of May 12, 2016 and May 3, 2017 necessary formalities to implement the reduction in capital which and to reduce the share capital by this amount. shall be decided in accordance with this resolution and amend the articles of association accordingly.

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 19 — Proposed resolutions and purpose —

Resolution 16 Share capital increase through capitalization of additional paid-in capital, reserves, profits or any other amounts

PURPOSE •The Combined• Shareholders’ Meeting of May 12, 2016 had granted the Board of Directors, for a period of 26 months, the authority to increase the share capital, on one or more occasions, through capitalization of additional paid-in capital, reserves, profits or any other amounts that may be capitalized, for the purposes of attributing free shares to shareholders. This authorization was partially used in 2017 when the Company attributed 1 free share for every 10 existing shares following a share capital increase through capitalization of the sum of 218.98 million euros taken from “additional paid-in capital” thereby creating 39,814,353 new shares (amount including the loyalty bonus of 10%, i.e. 1 additional free share for every 100 existing shares). As in 2016, in order to provide shareholders with the right to express an opinion on this share capital increase during periods of takeover bids, it is proposed that this delegation of authority be suspended during periods of takeover bids. The purpose of the 16th resolution is to renew this authorization for a maximum amount of 300 million euros.

SIXTEENTH RESOLUTION by the Shareholders’ Meeting of May 3, 2017 (or any resolution (Delegation of authority granted to the Board which would replace it at a later date), and may not in any case of Directors for a period of 26 months in order exceed the amount of the additional paid-in capital, reserve, to increase the share capital through capitalization profit or other accounts referred to above that exist at the time of additional paid-in capital, reserves, profits of the capital increase (it being specified that this amount does or any other amount that may be capitalized, not include additional shares to be issued, in accordance with for a maximum amount of 300 million euros) applicable legal and regulatory provisions, and when relevant, contractual stipulations providing for other adjustments, to The shareholders, deliberating according to the quorum and preserve the rights of holders of marketable securities or other majority required for Ordinary Shareholders’ Meetings, after having rights conferring access to share capital); reviewed the Report of the Board of Directors and pursuant to 4. decide that, should the Board of Directors use this delegation, articles L. 225-129-2 and L. 225-130 of the French Commercial in accordance with article L. 225-130 of the French Commercial Code: Code, fractional rights shall not be negotiable and the 1. delegate to the Board of Directors, with the option of corresponding securities shall be sold; the sums resulting from sub-delegation, the authority necessary to increase the share such sale shall be allocated to the holders of rights under the capital on one or more occasions, according to the terms applicable regulatory conditions; and conditions and at the time it shall determine, through 5. take due note that this delegation supersedes any unused capitalization of additional paid-in capital, reserves, profits or portion of the delegation granted to the Board of Directors any other amount that may be capitalized, the capitalization in the seventeenth resolution voted by the Extraordinary of which will be possible under the law and the articles of Shareholders’ Meeting of May 12, 2016; association as a free share attribution to shareholders and/or an 6. grant full powers to the Board of Directors, with the option of increase in the par value of existing shares; sub-delegation under the conditions set by law, to implement 2. the delegation thereby granted to the Board of Directors is this delegation and in particular to set the terms of issue, to valid for a period of 26 months starting from the date of this deduct from one or more available reserves accounts the costs Shareholders’ Meeting, it being specified however that the arising from the share capital increase, if deemed appropriate, Board of Directors will not be authorized to make use of it during all sums necessary to bring the legal reserve up to one tenth periods of takeover bids on the Company’s share capital; of the new share capital after each share issue, duly record the 3. decide that the total amount of share capital increases likely completion of the resulting share capital increases, make the to be performed thereby may not exceed 300 million euros, corresponding amendments to the articles of association and this limit being separate from and independent from the limit generally complete all the formalities relating to the share capital provided for in paragraph 2 of the thirteenth resolution passed increases.

20 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — Proposed resolutions and purpose —

ORDINARY SHAREHOLDERS’ MEETING

Resolution 17 Powers

PURPOSE •The 17•th resolution is a standard resolution required for the completion of official publications and legal formalities.

SEVENTEENTH RESOLUTION (Powers for formalities)

Full powers are granted to a holder of a copy or extract of the minutes of this Shareholders’ Meeting to perform all official publications and other formalities required by law and the regulations.

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 21 BOARD OF DIRECTORS

Listed companies are indicated by an asterisk (*). Benoît POTIER MEMBERS OF THE BOARD Chairman and Chief Executive Officer Born in 1957 (Informations as of December 31, 2017) Nationality: French Date of first appointment: 2000 End of current term: 2018 (a) 289,893 shares Career A graduate of École centrale de Paris, Benoît Potier joined Air Liquide in 1981 as a Research and Development engineer. After serving as a Project Manager in the Engineering & Construction Division, he was made Vice President of Energy Development in the Large Industries business line. In 1993, he became Director of Strategy & Organization and, in 1994, was put in charge of the Chemicals, Metal & Steel, Oil and Energy Markets. He was made an Executive Vice President of Air Liquide in 1995 with additional responsibilities over the Engineering & Construction Division and the Large Industries operations in Europe. Benoît Potier was appointed Chief Executive in 1997. He was appointed to the Board of Directors in 2000 and became Chairman of the Management Board in November 2001. In 2006, he was appointed Chairman and Chief Executive Officer of L’Air Liquide S.A.

Positions and activities held during 2017 Functions within the Air Liquide Group ••Chairman and Chief Executive Officer: L’ Air Liquide S.A.* (Chairman of the Working Group “Shareholder Relations”), Air Liquide International, Air Liquide International Corporation (ALIC) ••Director: American Air Liquide Holdings, Inc. ••Chairman: Air Liquide Foundation (until March 2017) ••Director: Air Liquide Foundation (since March 2017) Positions or activities outside the Air Liquide Group (b) ••Director: Danone* (member of the Appointment and Remuneration Committee, member of the Strategy Committee, then Chairman of this Committee since December 2017) ••Chairman: European Round Table (ERT) ••Director: CentraleSupélec, Association nationale des sociétés par actions (ANSA) ••Member of the Board: Association française des entreprises privées (AFEP) ••Member of the French Board: INSEAD

(a) Renewal of term proposed to the Shareholders’ Meeting of May 16, 2018. (b) Mr Benoît Potier has been appointed member of the Supervisory Board of Siemens AG* during the General Assembly on January 31, 2018. He is also member of the Nominating Committee. His term of office as chairman of the ERT expires in May 2018.

22 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — Board of Directors —

Thierry PEUGEOT Karen KATEN

Director Independent Director Born in 1957 Born in 1949 Nationality: French Nationality: American Date of first appointment: 2005 Date of first appointment: 2008 End of current term: 2021 End of current term: 2020 2,011 shares 2,186 shares Career Career A graduate of ESSEC, Thierry Peugeot began his career with Karen Katen, a US citizen, is a graduate of the University of Chicago the Marrel Group in 1982 as Export Manager for the Middle East (BA in Political Science and MBA). In 1974, she joined Pfizer and and English-speaking Africa for Air Marrel, and then Director carried out various management and executive positions during of Air Marrel America. He joined Automobiles Peugeot in 1988 more than 30 years. In her last position with Pfizer, she was as Regional Manager of the South-East Asia zone, then Chief Vice Chairman of Pfizer Inc. and President of Pfizer Human Health, Executive Officer of Peugeot do Brasil in 1991 and Chief Executive the Group’s main operating department. Karen Katen played a Officer of Slica in 1997. In 2000, he became International Key major role in the introduction of new medicines for the treatment Accounts Director of Automobiles Citroën and then, in 2002, of cardiovascular and mental diseases, as well as diabetes and Vice President of Services and Spare Parts before being cancer. She also successfully oversaw the integration of Warner appointed to the PSA Peugeot Citroën Vice Presidents Committee. Lambert (acquired in 2000) and Pharmacia (acquired in 2003) in Thierry Peugeot has been Chairman of the Supervisory Board the Pfizer Group. Having retired from Pfizer in March 2007, she was of Peugeot S.A. between 2002 and 2014. Chairman of the Pfizer Foundation. Currently she is a Senior Advisor at EW Healthcare Partners, a healthcare venture and growth equity Positions and activities held during 2017 firm. Functions within the Air Liquide Group Positions and activities held during 2017 ••Director: L’ Air Liquide S.A.* (member of the Audit and Accounts Committee) Functions within the Air Liquide Group Director: L’ Air Liquide S.A.* Positions or activities outside the Air Liquide Group •• (member of the Appointments and Governance Committee) Director: Société anonyme de participations •• Positions or activities outside the Air Liquide Group ••Senior Executive Vice President: Société anonyme de participations (since February 2017) ••Director: Home Depot* ••Director: Établissements Peugeot Frères ••Chairman of the Board: Armgo Pharmaceuticals (Chairman of the Accounts Committee) ••Chairman and Director: ••Director: Compagnie Industrielle de Delle Rand Corporation’s Health Board of Advisors ••Permanent representative of the Compagnie Industrielle ••Director: The Economic Club of New York Board of Trustees, de Delle on the LISI* Board of Directors Peterson Institute for International Studies (member of the Remuneration Committee ••Senior Advisor: EW Healthcare Partners and President of the Appointments Committee) ••Trustee: University of Chicago ••Honorary Chairman: Association nationale des sociétés Trustee: University of Chicago Booth School of Business par actions (ANSA) ••

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 23 — Board of Directors —

Jean-Paul AGON Siân HERBERT-JONES

Independent Director - Lead Director Independent Director Born in 1956 Born in 1960 Nationality: French Nationality: British Date of first appointment: 2010 Date of first appointment: 2011 End of current term: 2018 (a) End of current term: 2019 1,609 shares 913 shares Career Career A graduate of HEC Business School, Jean-Paul Agon began his Holder of a Master of Art degree in History from Oxford University career with the L’Oréal Group in 1978. From 1981 to 1997, he held and a graduate from the Institute of Chartered Accountants various Senior Management positions first as General Manager in England and Wales, Siân Herbert-Jones first practiced for of L’Oréal Greece and General Manager of L’Oréal Paris, then 13 years with the firm of PriceWaterhouseCoopers, in the London International Managing Director for Biotherm International, office from 1983-1993 in particular in the capacity of Corporate Managing Director for L’Oréal Germany and finally Managing Finance Manager, then in the Paris office from 1993 to 1995 in the Director for L’Oréal Asia Zone. From 2001 to 2005, he was capacity of Mergers & Acquisitions Manager. She then joined the Chairman and Chief Executive Officer of L’Oréal USA as well as Sodexo Group in 1995 in which she was successively in charge several subsidiaries of the L’Oréal Group in the USA. In 2005, he of international development from 1995 to 1998 and the Group’s was appointed Deputy Chief Executive Officer of the L’Oréal Group, Treasury Department from 1998 to 2000 then Deputy Chief and became Chairman and Chief Executive Officer of the Group in Financial Officer in 2000. From 2001 to December 2015, she was 2006. He is Chairman and Chief Executive Officer of L’Oréal since Chief Financial Officer; and member of the Executive Committee of March 2011. the Sodexo Group. Since 2016, she holds several positions within Board of Directors of large companies and also pursues other Positions and activities held during 2017 consulting activities in societal and environmental fields. Functions within the Air Liquide Group Positions and activities held during 2017 ••Director: L’ Air Liquide S.A.* (Chairman of the Remuneration Committee, member of the Functions within the Air Liquide Group Appointments and Governance Committee, then Chairman of ••Director: L’ Air Liquide S.A.* this Committee since May 2017, Lead Director since May 2017) (Chairman of the Audit and Accounts Committee) Positions or activities outside the Air Liquide Group Positions or activities outside the Air Liquide Group ••Chairman and Chief Executive Officer: L’Oréal* ••Director: Cap Gemini* Chairman: L’Oréal Foundation (member of the Audit and Risks Committee); •• Bureau Veritas* (member of the Appointments and Remuneration Committe until May 2017; member of the Audit and Risks Committee since May 2017); Compagnie Financière Aurore Internationale (Sodexo Group – Belgium)

(a) Renewal of term proposed to the Shareholders’ Meeting of May 16, 2018.

24 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — Board of Directors —

Pierre DUFOUR Sin LENG LOW

Director Independent Director Born in 1955 Born in 1952 Nationality: Canadian Nationality: Singaporean Date of first appointment: 2012 Date of first appointment: 2014 End of current term: 2020 End of current term: 2018 (a) 80,610 shares 1,371 shares Career Career A graduate of École polytechnique, Montréal University, Stanford Sin Leng Low is a graduate of the University of Alberta (Canada) University (California) and Harvard University (Massachusetts), in Electrical engineering, has a Master of Business Administration Pierre Dufour began his career in 1976 at Lavalin Inc. (now from the Catholic University of Leuven (Belgium) and completed SNC-Lavalin Inc.), a leading engineering contractor in Montreal, the Advanced Management Program at Harvard Business Canada. From 1991 to 1997, he was Chief Executive Officer of School (USA). After spending part of her career in the Singapore SNC-Lavalin Inc. Pierre Dufour joined Air Liquide in 1997 as Vice government administrative service, Sin Leng Low held the duties President of Worldwide Engineering before his promotion to Group of Executive Vice President at electricity provider Singapore Power Industrial Director in 1998, overseeing the technical aspects of and Managing Director of its telecommunications subsidiary from Group operations worldwide. In 2000, he was appointed Chairman 1995 to 2000. In 2000, she joined energy, water, marine and urban and Chief Executive Officer of American Air Liquide Holdings development group Sembcorp Industries, where she successively Inc., in Houston, Texas and joined Air Liquide Group’s Executive held the positions of Group Chief Operating Officer and Executive Committee. He was appointed Senior Executive Vice President in Chairman of the subsidiary spearheading the industrialization 2007 and appointed to the Board of Directors in 2012. In charge of and urbanization development business in China, Vietnam and the Frankfurt hub since inception in 2014, he is also responsible for Indonesia until end 2012, and Senior Advisor for four years. the World Business Line Large Industries as well as Engineering & Construction, plus the Asia Pacific region. Since 2016, he is also Positions and activities held during 2017 Chairman of Airgas, Inc. Pierre Dufour has decided to claim his Functions within the Air Liquide Group pension entitlement and left his executive positions within the Air Liquide Group by the end of 2017. Pierre Dufour will continue to ••Director: L’ Air Liquide S.A.* be a Director of L’ Air Liquide S.A. (member of the Audit and Accounts Committee) Positions or activities outside the Air Liquide Group Positions and activities held during 2017 ••Member of the Board of Trustees: Functions within the Air Liquide Group Singapore University of Technology & Design (SUTD) ••Senior Executive Vice President: ••Chairman and Director: L’ Air Liquide S.A.* (until May 2017) Nanyang Academy of Fine Arts (NAFA) ••Director: L’ Air Liquide S.A. (Chairman of the Environment ••Chairman: Nanyang Fine Arts Foundation Limited, and Society Committee since May 2017) NAFA International Pte Ltd ••Chairman of the Board of Directors: Airgas, Inc. ••Executive Board member: China Cultural Center (until March 2017) ••Director: Airgas, Inc. (since March 2017) ••Senior Executive Vice President and Director: Air Liquide International (until June 2017) ••Director: American Air Liquide Holdings, Inc. (until June 2017), Société d’Oxygène et d’Acétylène d’Extrême-Orient (SOAEO) (until June 2017) ••Chairman and Director: American Air Liquide Inc. (until May 2017) ••Managing Director: Air Liquide Global Management Services GmbH (until July 2017) Positions or activities outside the Air Liquide Group ••Director: Archer Daniels Midland Company* (member of the Audit Committee and the Compensation / Succession Committee); National Grid plc* (member of the Safety, Environment and Health Committee, Remuneration Committee and Nominations Committee since February 2017)

(a) Renewal of term proposed to the Shareholders’ Meeting of May 16, 2018.

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 25 — Board of Directors —

Annette WINKLER Philippe DUBRULLE

Independent Director Director representing the employees Born in 1959 Born in 1972 Nationality: German Nationality: French Date of first appointment: 2014 Date of first appointment by the Group Committee End of current term: 2018 (a) in France: 2014 685 shares End of current term: 2018 (b) Career Career Doctor in Economics from the University of Frankfurt (Germany), An engineering graduate from École Supérieure de l’Énergie et Annette Winkler became the Managing Shareholder of a medium- des Matériaux, Philippe Dubrulle has held various positions as sized construction company. In 1995, she joined the Mercedes-Benz an engineer, Product Manager and International Sales Manager group, where she held a variety of positions and in particular that at several aeronautical groups both in France and abroad. He of Senior Director / Head Public Relations and Communications. joined the Air Liquide group in 2008. Based in Sassenage, he is an After spending two years as Head of the Mercedes-Benz sales employee of the subsidiary Air Liquide Advanced Technologies. and service outlet in Braunschweig, she became Chief Executive He is Business Line Manager for “Aeronautical Systems”. Officer of DaimlerChrysler Belgium and Luxembourg (1999-2005), Philippe Dubrulle was appointed as the Director representing the then Vice President of Global Business Management & Wholesale employees by the Group Committee in France on June 18, 2014 (b). Europe (2006-2010). Vice President of Daimler AG, since 2010 she A Member of the French Institute of Directors, he has been a is Chief Executive Officer of smart (with overall responsibility for the Certified Company Director – ASC France since November 2016. brand, also in charge of the smart factory in Lorraine). Positions and activities held during 2017 Positions and activities held during 2017 Functions within the Air Liquide Group Functions within the Air Liquide Group ••Director: L’Air Liquide S.A.* (member of the Environment ••Director: L’ Air Liquide S.A.* (member of the Remuneration and Society Committee since May 2017) Committee; member of the Appointments and Governance ••Business Line Manager – Aeronautical Systems: Committee since May 2017) Air Liquide Advanced Technologies Positions or activities outside the Air Liquide Group Vice President: Daimler AG *, head of smart •• Geneviève BERGER ••Member of the Counsel for Foreign Economic Affairs of the German Ministry for Economics Independent Director Born in 1955 Nationality: French Date of first appointment: 2015 End of current term: 2019 550 shares Career With a Ph.D. in physics, holder of a thesis in physics, Doctor of Medicine and with a Ph.D. human biology, Geneviève Berger was Director of the mixed laboratory for parametric imaging CNRS- Broussais Hôtel-Dieu from 1991 to 2000. She was General Manager of the CNRS between 2000 and 2003. She served as University Professor and Hospital Managing Director at La Pitié-Salpêtrière between 2003 and 2008 before joining Unilever as Chief Research and Development Officer from 2008 to 2014. She has been the Head of the research department at the Swiss company Firmenich since July 1, 2015.

Positions and activities held during 2017 Functions within the Air Liquide Group ••Director: L’ Air Liquide S.A.* (member of the Environment and (a) Renewal of term proposed to the Shareholders’ Meeting of May 16, Society Committee since May 2017) 2018. Positions or activities outside the Air Liquide Group (b) At a plenary meeting on December 6, 2017, the France Group Committee reappointed Philippe Dubrulle as Director representing Head of the Research Department: Firmenich the employees for a term of four years expiring at the close of the •• Shareholders’ Meeting held in 2022 to approve the financial statements ••Non-Executive Director and member of the Scientific for the fiscal year ending December 31, 2021. Committee: AstraZeneca*

26 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — Board of Directors —

Brian GILVARY Xavier HUILLARD

Independent Director Independent Director Born in 1962 Born in 1954 Nationality: British Nationality: French Date of first appointment: 2016 Date of first appointment: 2017 End of current term: 2020 End of current term: 2021 619 shares 8,467 shares Career Career A British citizen, holder of a PhD in mathematics from the University Xavier Huillard is a graduate of the École polytechnique and the of Manchester (UK), Brian Gilvary joined BP group in 1986 where École nationale des ponts et chaussées. He has spent most of his he has spent his entire career. Following a variety of roles in the working life in the construction industry in France and abroad. He upstream, downstream and trading of the oil and gas business in joined Sogea in December 1996 as Deputy Chief Executive Officer Europe and the United States, he became the Downstream’s Chief in charge of international activities and specific projects, and then Financial Officer and Commercial Director from 2002 to 2005. From became its Chairman and Chief Executive Officer in 1998. He 2005 until 2009 he was Chief Executive of the integrated supply was appointed Deputy General Manager of VINCI in March 1998 and trading function. In 2010 he was appointed Deputy Group Chief and was Chairman of VINCI Construction from 2000 to 2002. He Financial Officer with responsibility for the finance function. Brian was appointed Senior Executive Vice President of VINCI and was Gilvary was appointed Chief Financial Officer of BP on January 1, Chairman and Chief Executive Officer of VINCI Energies from 2012. Having worked in both upstream and downstream, he has 2002 to 2004, then Chairman of VINCI Energies from 2004 to a strong experience of BP oil and gas business and a significant 2005. Xavier Huillard became Director and Chief Executive Officer expertise of finance and trading. of VINCI in 2006 and was appointed Chairman of the Board of Directors and Chief Executive Officer of VINCI on May 6, 2010. Positions and activities held during 2017 He was Chairman of the Institut de l’Entreprise from January 2011 to January 2017. Xavier Huillard is Chairman of Vinci Concessions Functions within the Air Liquide Group since June 20, 2016. ••Director: L’ Air Liquide S.A.* (member of the Audit and Accounts Committee since May 2017) Positions and activities held during 2017 Functions within the Air Liquide Group Positions or activities outside the Air Liquide Group ••Director: L’ Air Liquide S.A.* ••Chief Financial Officer and Director: BP p.l.c.* (member of the Remuneration Committee since May 2017) Director: BP Capital Markets p.l.c., BP Car Fleet Limited, •• Positions or activities outside the Air Liquide Group BP Corporate Holdings Limited, BP Finance p.l.c., BP Global Investments Limited, BP Holdings North America Limited, ••Chairman and Chief Executive Officer: VINCI* BP International Limited, BP P.L.C. (Member of the “Results ••Permanent Representative of VINCI Committee”), The BP Share Plans Trustees Limited on the Board of Directors of Aéroports de Paris* (member ••Vice Chairman: the 100 Group Committee of the Remuneration, Nomination and Governance Committee) ••Non-Executive Director: Royal Navy (since January 2017) ••Chairman: VINCI Concessions SAS ••Chairman of the Supervisory Board: VINCI Deutschland GmbH ••Permanent Representative of VINCI on the Board of Directors of VINCI Énergies, and of Fabrique de la Cité ••Permanent Representative of Snel on the Board of Directors of ASF ••Permanent Representative of VINCI Autoroutes on the Board of Directors of Cofiroute ••Chairman: Fondation d’entreprise VINCI de la Cité ••Director: Kansai Airports ••Chairman: Institut de l’Entreprise (until January 25, 2017) ••Member of the Bureau: Institut de l’Entreprise (since January 25, 2017) ••Vice Chairman: Aurore Association

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 27 REMUNERATION OF THE EXECUTIVE OFFICERS

SUMMARY OF THE ELEMENTS OF 2017 REMUNERATION OF THE EXECUTIVE OFFICERS ON WHICH THE SHAREHOLDERS ARE INVITED TO VOTE

The elements of 2017 remuneration are available in the entirety in the 2017 Reference Document (pages 192 et seq.).

ELEMENTS OF REMUNERATION PAID OR AWARDED TO MR BENOÎT POTIER IN RESPECT OF FISCAL YEAR 2017 Fixed remuneration Amount: €1,275,000 The new remuneration policy applicable to the Chairman and Chief Executive Officer was adopted by the Board of Directors on February 14, 2017 and approved by the Annual Shareholders’ Meeting on May 3, 2017 following the acquisition of Airgas, which was a major, transforming event for the Group. It reflects the increased level of responsibility of the Group’s Executive Officer and is adapted to the Group’s new context, remains competitive and is an incentive to promote the Group’s performance over the medium to long-term, in compliance with the Company’s interests and the interests of all the stakeholders. In this context, the fixed remuneration is determined by taking into account the level of responsibility, the experience in the executive management function and market practices. It represents approximately 25% of the total annual remuneration. In such circumstances, it had been decided to reposition the amount of the fixed remuneration for 2017, which is + 8.5% higher than for 2016. Over the last five years, Benoît Potier’s fixed remuneration has seen an annual average increase of +3%.

Variable annual Amount: €1,950,750 remuneration The target variable remuneration represents 150% of the fixed remuneration and is limited to 167% of the fixed remuneration. The variable remuneration is linked in 2017: • for 105% of the fixed remuneration (with a maximum of 122% of the fixed remuneration), tothree financial • criteria (quantifiable) and • for 45% of the fixed remuneration (target variable and maximum remuneration), to personal criteria • (qualitative). Assessment for 2017 With regard to the financial criteria, the results in 2017 were above the target set for the criterion of recurring EPS and close to the target set for the ROCE and the growth in consolidated revenue criteria. The amount of the variable remuneration in respect of these criteria is as follows: •• Recurring EPS: 47% of the fixed remuneration (117.5% of the target remuneration for this criterion), •• ROCE: 43.7% of the fixed remuneration (97% of the target remuneration for this criterion), •• Revenue: 19.6 % of the fixed remuneration (98% of the target remuneration for this criterion). The performance, with regard to the personal criteria, was considered to be excellent. The amount of the variable remuneration for these criteria is as follows: Integration of Airgas, CSR, Organization/Human resources: 27.8% of the fixed remuneration (92.5% of the •• target remuneration for this criterion), •• Individual performance: 15% of the fixed remuneration (100% of the target remuneration for this criterion). In total, the variable remuneration with regard to the personal objectives amounts to 42.75% of the fixed remuneration (95% of the target remuneration for these objectives). When assessing performance with regard to personal criteria, the Board of Directors noted the following: Integration of Airgas and synergies: the integration of operations is completely finalized and a shared •• organization, supported by integrated systems, is now in place. The Air Liquide processes are also gradually implemented at Airgas (in particular safety, human resources policy and Research and Development). Airgas synergies represent 215 million US dollars cumulatively since the acquisition of Airgas in May 2016 and 170 million US dollars in 2017 alone - 40 million more than initial objectives.

28 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — Remuneration of the executive officers —

CSR: in 2017, with regard to safety, lost-time accidents were reduced in terms of their frequency (drop from •• 1.76 in 2016 to 1.61 in 2017) and in terms of their number (drop from 229 in 2016 to 198 in 2017). A significant drop in the number of accidents has been noted at Airgas, together with a drop in the number of business- related and process related incidents. Moreover, the Environment and Society Committee is now in place and has already met on two occasions during the second half of 2017. It is responsible for the deployment of the Corporate Sustainability Program, and tackles those issues which are a priority for Air Liquide: energy transition and development of chronic diseases. Quantitative objectives linked to the climate are in the process of being drawn up, a task force having been set up for this purpose. Moreover, Benoît Potier is Co-Chair of the Hydrogen Council created in January 2017. First global initiative of its kind, the Hydrogen Council is determined to position hydrogen among the key solutions of the energy transition; it was represented at the COP23 and the One Planet Summit. An investor day was organized in September in New York. • Organization/Human Resources: • -- Implementation of organizational changes in the management teams: following the recent retirements of Pierre Dufour, Senior Executive Vice President, and Jean-Pierre Duprieu, Executive Vice President, three Executive Vice Presidents and two new Company Directors were appointed on July 1, 2017. The method of operational management was also changed in mid-2017 in order to promote interaction and to allow for more agility in decision-making; it proved to be successful right from the 2nd part of the year. In line with these changes, succession plans have been determined. -- A program dedicated to young managers who show potential is in place and ensures their advancement within the organization. For the last few years, more employees have been involved with the Company’s long-term objectives through the performance share program. Individual performance: the year 2017, which saw an improvement in the macro-economic climate, •• was also marked by continued geopolitical uncertainty (which affected the Group’s activities, particularly in Eastern Europe and the Middle East) and an unfavourable foreign exchange impact for the year (which affected the Group, in particular as a result of the consolidation of activities in the USA). Against this background, the individual performance of Benoît Potier was considered to be excellent. Moreover, was emphasised the strong commitment of Benoît Potier to long-term investments (development of the Hydrogen Energy business, Group innovation in particular through the renewal of the research centers). In total, the amount of the variable remuneration represents 153% of the fixed remuneration (compared to a target of 150% and a maximum of 167%), which is 55.1% higher than the variable remuneration for 2016. This variation can be explained by the fact that, although the variable remuneration for 2017 is on target in light of the 2017 results, on the contrary in 2016, the results obtained were lower than the objectives and the amount of the variable remuneration decreased by -24% as compared to the amount of the variable remuneration for 2015, which lead to a mechanical (but non-significant) increase of the variable remuneration between 2016 and 2017. As an annualized average, Benoît Potier’s variable remuneration increased by +4% over 3 years, by +3.4% over 5 years and by +3.2 % over 10 years. The total amount of the variable remuneration due for the 2017 fiscal year in respect of the term of office will be paid in 2018, after approval of the financial statements by the Annual Shareholders’ Meeting it being noted that its payment is conditional on approval by an Annual Shareholders’ Meeting of the elements of Benoît Potier’s remuneration for 2017, under the conditions provided by article L. 225-100 of the French Commercial Code.

There is no deferred annual variable remuneration, multi-annual variable remuneration mechanism or exceptional remuneration.

Stock options, performance September 20, 2017 plans (stock options and performance shares) shares or any other element 23,100 stock options -accounting valuation of the options (according to IFRS2): €424,809 of long-term remuneration 17,980 performance shares - accounting valuation of the performance shares (according to IFRS2): €1,675,017 Performance conditions The stock options and performance shares awarded are all accompanied by performance conditions which are common to both tools and are calculated over three years: •• Recurring EPS; •• TSR, including an element of relative comparison. Directors’ fees Benoît Potier does not receive any Directors’ fees with regard to his term of office as Director.

Other benefits Amount: €10,338 The benefits in kind (accounting valuation) include the use of a company car and the payment of contributions to a third party in respect of the unemployment insurance for company managers and corporate officers. Termination indemnity €0 received Supplementary pension plans Collective life insurance plan Collective death and disability benefits plan (regulated agreements and commitments)

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 29 — Remuneration of the executive officers —

ELEMENTS OF REMUNERATION PAID OR AWARDED TO MR PIERRE DUFOUR IN RESPECT OF FISCAL YEAR 2017 Since Pierre Dufour had decided to claim his pension entitlements, his term of office as Senior Executive Vice President of L’Air Liquide S.A. came to an end at the close of the Annual Shareholders’ Meeting on May 3, 2017. His term of office as managing director of the German subsidiary ALGMS came to an end on July 14, 2017. The fixed and variable remuneration and the other elements of his remuneration are calculated pro rata the amount of time he worked in 2017.

Fixed Amount: €320,663 (pro rata the amount of time he worked) remuneration The fixed remuneration is determined by taking into account the level of responsibility, the experience in the executive management function and market practices. On an annual basis, the amount of Pierre Dufour’s fixed remuneration is 675,000 euros, i.e. an amount that is unchanged when compared to 2016.

Variable annual Amount: €436,981 (pro rata the amount of time he worked) remuneration The variable remuneration is limited to 140% of the fixed remuneration. The variable remuneration is linked in 2017: •• for 85% of the fixed remuneration, to twofinancial criteria (quantifiable), and •• for 55% of the fixed remuneration, topersonal objectives (quantitative). Assessment for 2017 With regard to the financial criteria, the results were above the objective set for the criterion of recurring EPS and almost met the objective set for the ROCE. The amount of the variable remuneration of Pierre Dufour in respect of these criteria is as follows: •• Recurring EPS: 50% of his fixed remuneration, •• ROCE: 34% of his fixed remuneration. The performance, with regard to the personal criteria, was considered to be excellent. The amount of the variable remuneration for these criteria represents 52.3% of Pierre Dufour’s fixed remuneration. When assessing performance with regard to personal criteria, the Board of Directors noted the following: Integration of Airgas and synergies: the integration of operations is completely finalised and a shared •• organization, supported by integrated systems, is now in place. The Air Liquide processes are also gradually implemented at Airgas (in particular safety, human resources policy and Research and Development). Airgas synergies represent 215 million US dollars cumulatively since the acquisition of Airgas in May 2016 and 170 million US dollars in 2017 alone - 40 million more than initial objectives. CSR: in 2017, with regard to safety, lost-time accidents were reduced in terms of their frequency (drop from •• 1.76 in 2016 to 1.61 in 2017) and in terms of their number (drop from 229 in 2016 to 198 in 2017). A significant drop in the number of accidents has been noted at Airgas, together with a drop in the number of business- related and process-related incidents. Moreover, the Environment and Society Committee is now in place and has met on two occasions during the second half of 2017. It is responsible for the deployment of the Corporate Sustainability Program, and tackles those issues which are a priority for Air Liquide: energy transition and development of chronic diseases. Quantitative objectives linked to the climate are in the process of being drawn up, a task force having been set up for this purpose. • Organization/Human Resources: • -- Implementation of organizational changes in the management teams: three Executive Vice Presidents and two new Company Directors were appointed on July 1, 2017. The method of operational management was also changed in mid-2017 in order to promote interaction and to allow for more agility in decision-making; it proved to be successful right from the 2nd part of the year. In line with these changes, succession plans have been determined. -- A program dedicated to young managers who show potential is in place and ensures their advancement within the organization. For the last few years, more employees have been involved with the Company’s long-term objectives through the performance share program. Individual performance: the year 2017, which saw an improvement in the macro-economic climate, •• was also marked by continued geopolitical uncertainty (which affected the Group’s activities, particularly in Eastern Europe and the Middle East) and an unfavourable foreign exchange impact for the year (which affected the Group, in particular as a result of the consolidation of activities in the USA). Against this background, the individual performance of Pierre Dufour was considered to be excellent.

30 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — Remuneration of the executive officers —

In total, the amount of the variable remuneration represents 136.25% of the fixed remuneration (compared to a maximum of 140%), which is 63.1% higher than the variable remuneration for 2016 (on an annual basis for 2017). This variation can be explained by the fact that, although the variable remuneration for 2017 meets the objectives set in light of the 2017 results, on the contrary in 2016, the results obtained were lower than the objectives and the amount of the variable remuneration decreased by -24% as compared to the amount of the variable remuneration for 2015, which lead to a mechanical (but non-significant) increase of the variable remuneration between 2016 and 2017. As an annualized average, Pierre Dufour’s variable remuneration increased by +6.8% over 3 years and by +4.8% over 5 years. The variable remuneration due for the 2017 fiscal year in respect of the term of office as Senior Executive Vice President (pro rata the amount of time he worked in the fiscal year) will be paid in 2018, after approval of the accounts by the Annual Shareholders’ Meeting, it being noted that its payment is conditional on approval by an Ordinary General Meeting of the elements of remuneration of the Senior Executive Vice President for 2017, under the conditions provided by article L. 225-100 of the French Commercial Code.

There is no deferred annual variable remuneration, multi-annual variable remuneration mechanism or exceptional remuneration.

Stock options, performance No grant to Pierre Dufour shares or any other element Since Pierre Dufour’s term of office came to an end in 2017, he was not granted any stock options or performance of long-term remuneration shares under the 2017 plans.

Directors’ fees Pursuant to the Group’s internal practice, Pierre Dufour did not receive any directors’ fees up until the end of his executive duties in the Group on July 14, 2017.

Other benefits Amount: €5,444 The benefits in kind (accounting valuation) include the use of a company car during the time he worked in 2017. Amount: €195,588 Pierre Dufour, who was responsible for the management of the Frankfurt hub, also received an annual amount paid by the German subsidiary which included, in particular, for approximately half, an amount corresponding to the benefits in kind (housing) (paid pro rata the amount of time he worked in 2017) which he previously benefitted from under his employment contract in France. The amount stated above also includes 60,667 euros, which corresponds to the balance of paid leave which had not yet been used by Pierre Dufour on the expiry of the service agreement entered into with the German subsidiary ALGMS.

Termination indemnity: €0 received Non-competition indemnity Supplementary pension plans: €0 received from the company Collective life insurance plan Collective death and disability benefits plan (regulated agreements and commitments)

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 31 — Remuneration of the executive officers —

SUMMARY OF THE PRINCIPLES AND CRITERIA FOR THE DETERMINATION, ALLOCATION AND DISTRIBUTION OF THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS WHICH MAKE UP THE TOTAL REMUNERATION AND THE BENEFITS OF ANY KIND WHICH MAY BE GRANTED TO THE EXECUTIVE OFFICERS

The principles and criteria established in compliance with Article L. 225-37-2 of the French Commercial Code are described in their entirety in the Reference Document 2017 (pages 201 et seq.).

The new remuneration policy, approved by the Annual −− there are three quantifiable criteria including the growth Shareholders’ Meeting on May 3, 2017, was adopted following the in revenue and the ROCE, which are part of the strategic acquisition of Airgas, which was a major, transforming event for the objectives for the NEOS Plan, Group. It reflects the increased level of responsibility of the Group’s −− a greater relative weight is still given to the quantifiable criteria Executive Officers and is adapted to the Group’s new context, as compared to the qualitative criteria, remains competitive and is an incentive to promote the Group’s −− a weight is now allocated to each of the qualitative criteria, performance over the medium to long-term, in compliance with the in order to take account of the expectations of certain Company’s interests and the interests of all the stakeholders. shareholders, This remuneration policy, which is applicable to the Chairman −− each quantifiable criterion is assigned a target weighting and Chief Executive Officer, applies whether the Group’s senior corresponding to 100% achievement of the target objective Executive Officer is the Chairman and Chief Executive Officer or, set at the beginning of the year, and a maximum weighting, should circumstances so require, the Chief Executive Officer of −− the rate of achievement of the objectives for the variable the Company. In such circumstances, a Chairman not holding the remuneration as a % of the fixed remuneration and, hence as duties of Chief Executive Officer would receive fixed remuneration a % of the target variable remuneration for this criterion, will be to the exclusion of any variable remuneration. communicated ex post. Furthermore, if such a situation were to arise, the remuneration Finally, following the remarks made by certain shareholders, the policy applicable to a Senior Executive Vice President would Board meeting in February 2018 decided, for the LTI, to introduce be determined on the basis of the policy applicable to a Chief for any Executive Officer, in the event of his departure (other than Executive Officer of the Company, after taking account, however, of resignation or removal from office for serious cause which are the difference in the level of responsibility, consistent with the earlier events of loss of the LTI) between the initial allocation and the practices applied at the Company for this type of Executive Officer. expiry of the period of assessment of the performance conditions, the principle of a proration on the basis of his actual presence. 1. In keeping with the remuneration policy This rule, which makes it possible to justify with precision the defined in 2017, the structure of the total percentage of LTI granted in respect of the period of presence, annual remuneration is as follows: replaces the previous practice of not allocating any LTI in the year prior to retirement. As before, no allocation is granted in the year of the variable remuneration and the combined elements of long- • departure. Accordingly, the total rate of allocation (after applying term incentive (or “LTI”) continues to represent approximately the performance conditions) is reduced on a prorated basis to 75% of the total annual remuneration. Accordingly, the fixed the number of months during which the Executive Officer was remuneration represents approximately 25%, the variable effectively present at the Group during the period of assessment of remuneration 35% and the LTI 40% of the total remuneration the performance criteria. (slightly greater weight given to the LTI); • to maintain unchanged the structure of the annual variable 2. Implementation for determination part of remuneration, while making certain improvements to of the 2018 remuneration take account of the remarks made by certain shareholders. Accordingly: 2.1. Fixed remuneration −− the variable remuneration continues to be expressed as a target variable remuneration (150% of the fixed remuneration) Fixed remuneration is determined based on the level of and also as a maximum (167% of the fixed remuneration); responsibility and experience in the executive management function and current market practices. The fixed remuneration will represent approximately 24% of the total target annual remuneration.

32 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — Remuneration of the executive officers —

2.2. Variable remuneration

The 2018 variable remuneration is as follows: Target Maximum As a % of the fixed As a % based As a % of the fixed As a % based Criteria remuneration on 100 remuneration on 100 Financial criteria (quantifiable) Recurring EPS 40 26.7 47 28.1 ROCE 45 30 52 31.1 Revenue 20 13.3 23 13.8 Sub-total 105 70 122 73 Personal criteria (qualitative) CSR (Safety and reliability / Deployment 15 10 15 9 of the Corporate Sustainability Program) Organization / Human Resources 15 10 15 9 Individual performance 15 10 15 9 Sub-total 45 30 45 27 TOTAL 150 100 167 100

These objectives are not made public for confidentiality reasons. Nonetheless, the rates of achievement of the objectives for the variable remuneration as a % of the fixed remuneration and, hence, as a % of the target remuneration for this criterion, will be communicated ex post.

2.3. Other components of annual remuneration other elements of remuneration submitted for the approval of the Annual Shareholders’ Meeting within the scope of the regulated The benefits in kind paid include the use of a company car as well agreements and commitments procedure. as contributions to the unemployment insurance for company managers and corporate officers. As provided by law, at the time of the renewal of his term of office as Chairman and Chief Executive Officer, two regulated In accordance with the Group’s internal practice, the Chairman commitments relating to Benoît Potier must, be subject to a vote by of the Board of Directors, like any other corporate officer, does the Shareholders’ Meeting: not receive any Directors’fees, if he holds executive duties at L’Air Liquide S.A. • Termination indemnity: the Board of Directors has modified • the termination indemnity to which Mr Benoît Potier may be 2.4. Long-term remuneration components entitled, taking into account the remarks of certain shareholders: • The Board is continuing with the policy initiated in 2015 aimed −− The termination indemnity will thus be due in the case • at giving preference to performance shares rather than stock of forced departure (removal from office, request for options in the volumes granted. The award of performance resignation) related to a change of strategy or a change in shares and the grant of stock options to the executive officers control. In the event of the latter, the termination indemnity and the changes therein over time will be assessed in terms of will only be due if the departure takes place within six months, the IFRS value (and no longer in terms of the volumes granted), versus 24 months previously. for all stock option and performance share plans combined. −− The termination indemnity, capped at 24 months of gross • All the stock options and performance shares granted are fixed and variable remuneration, is subject to performance • subject to performance conditions that apply to both the stock conditions using a scale based on the average annual option and performance share plans and are calculated over a difference between Return On Capital Employed (ROCE) period of three years and to a presence/continued employment after tax and Weighted Average Cost of Capital (WACC) requirement. over three years, the thresholds for increases having • Within the scope of the sublimits authorized for 38 months been made more exacting than before. The amount of the • by the Annual Shareholders’ Meeting, the Board of Directors termination indemnity decreases gradually during the two sets significantly lower annual limits for the grants to the years prior to the age limit of Executive Officers defined in the executive officers, expressed (i) as a percentage of the share Company’s articles of association. capital, and for each executive officer (ii) as a multiple of their •• Defined benefit pension scheme: in response to the remuneration, in accordance with the recommendations of the requirements of the 2015 Macron law, the Board of Directors AFEP/MEDEF Code, it being noted that in accordance with decided to subject the increase in conditional rights allocated to the 2018 remuneration policy referred to above, the grant of LTI Benoît Potier with effect as of the renewal of his term of office by represents approximately 40% of the Executive Officer’s total this Shareholders’ Meeting to performance conditions similar to annual remuneration. those for the abovementioned termination indemnity. These agreements are included in the Statutory Auditors’ Special 3. Other remuneration components Report on regulated agreements and commitments (see 2017 The Board of Directors takes into account, in the overall assessment Reference Document p. 335 et seq. and the Company’s website). and determination of the Executive Officers’ remuneration, the

SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 33 FURTHER INFORMATION ON THE REMUNERATION OF EXECUTIVE OFFICERS

Summary of remuneration and stock options and performance shares granted to each Executive Officer

(in thousands of euros, rounded off) 2015 2016 2017

Benoît Potier – Chairman and Chief Executive Officer: Remuneration due in respect of the fiscal year 2,757 2,443 3,236 Value of stock options granted during the fiscal year 893 619 425 Value of performance shares granted during the fiscal year:

n Annual Plan 935 1,275 (a) 1,675

n July 29, 2016 “Airgas” Plan N/A 1,495 N/A TOTAL 4,585 5,832 5,336

Pierre Dufour – Senior Executive Vice President: (b) Remuneration due in respect of the fiscal year 1,653 1,498 959 Value of stock options granted during the fiscal year 509 N/A N/A Value of performance shares granted during the fiscal year:

n Annual Plan 533 N/A (a) N/A

n July 29, 2016 “Airgas” Plan N/A 747 N/A TOTAL 2,695 2,245 959 (a) November 29, 2016 plan. (b) Pierre Dufour has decided to claim his pension entitlements in 2017 and his terms of office of Senior Executive Vice President and of Managing Director of the German subsidiary ALGMS came to an end respectively on May 3 and July 14, 2017. His fixed and variable remuneration and the other elements of his remuneration for 2017 depend upon the amount of time he worked in 2017. Furthermore, Pierre Dufour was not granted any performance shares or stock options in 2017.

34 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 Further Cautionary note regarding forward-looking statements

This document contains information on the Group’s prospects, objectives and trends for growth. These forward-looking statements can be identified by the use of the future tense, conditional or of forward-looking terms such as “consider”, “intend”, “anticipate”, “believe”, “estimate”, “plan”, “expect”, “think”, “aim”, or, as the case may be, the negative of these words, or any other terms with a similar meaning. This information is not based on historical data and should not be considered as a guarantee that the prospects and objectives described will be achieved. These statements are based on data, assumptions and estimates considered reasonable by the Group as of the date of this document. They may be affected by known or unknown risks, uncertainties and other factors which might impact future results, performances and achievements of the Group in a way that is substantially different from the objectives described. This information might therefore change due to uncertainties relating notably to the economic, financial, competitive and regulatory environment or due to the occurrence of certain risks described in Chapter 1 of the Reference document. This information is given solely as of the date of this Reference document. All forward-looking statements contained in this Reference document are qualified in their entirety by this cautionary note.

Realisation:

Cover: Angie

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